AMENDMENT NO. 1 TO
                          SHAREHOLDER RIGHTS AGREEMENT


         AMENDMENT NO. 1 TO SHAREHOLDER  RIGHTS AGREEMENT,  dated as of November
29, 2000 (this "Amendment"),  between IMMUCOR,  INC., a Georgia corporation (the
"Company"),  and EQUISERVE TRUST COMPANY,  N.A., a national banking  association
(the "Rights Agent"), amends the SHAREHOLDER RIGHTS AGREEMENT, dated as of April
16, 1999 between the Company and the Rights Agent (the "Rights Agreement").



                                   WITNESSETH

         WHEREAS,  the Company and the Rights  Agent  desire to amend the Rights
Plan prior to the Distribution  Date in accordance with Section 27 of the Rights
Plan.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
agreements  set for thin the Rights  Agreement and this  Amendment,  the parties
hereby agree as follows:

         1. The  Rights  Agreement  is hereby  amended  by deleting Section 1(a)
thereof  in its  entirety  and substituting following:

                  "(a)  "Acquiring  Person"  shall  mean any  Person or group of
Persons  acting  together,   directly  or  indirectly,   through  any  contract,
arrangement,  understanding,  relationship or otherwise,  who or which, together
with all Affiliates and  Associates of such  Person(s),  shall be the Beneficial
Owner of 15% or more of the shares of Common Stock then  outstanding,  but shall
not include (i) the Company,  (ii) any  Subsidiary of the Company,  or (iii) any
employee  benefit plan of the Company or any  Subsidiary of the Company,  or any
Person or entity  organized,  appointed or  established by the Company acting in
accordance   with  and  for  or   pursuant  to  the  terms  of  any  such  plan.
Notwithstanding  the  foregoing,  no Person shall be deemed to be an  "Acquiring
Person" either

                  (i) as a result  of the  acquisition  of  Common  Stock by the
         Company  which,  by  reducing  the  number of  shares  of Common  Stock
         outstanding,  increases the proportional  number of shares beneficially
         owned by such Person  together with all  Affiliates  and  Associates of
         such Person; except that if

                  (A) a Person  would  become an  Acquiring  Person  but for the
                  operation  of  this   subclause   (i))  as  a  result  of  the
                  acquisition of Common Stock by the Company, and

                  (B) after such share  acquisition by the Company,  such Person
                  or an  Affiliate  or  Associate  of such  Person,  becomes the
                  Beneficial Owner of any additional Common Stock,

         then such Person shall be deemed an Acquiring Person; or

                  (ii) if within 8 days after such Person would  otherwise  have
         become an Acquiring  Person (but for the  operation  of this  subclause
         (ii)), such Person notifies the Board of Directors that such Person did
         so inadvertently and within 2 days after such notification, such Person
         is the Beneficial  Owner of less than 5% of the  outstanding  shares of
         Common Stock."

         2. The  Rights  Agreement  is hereby  amended by  deleting Section 3(a)
thereof  in its  entirety  and substituting following:

         "(a) Until the  earlier of (i) the Close of  Business  on the tenth day
after the Stock  Acquisition  Date or (ii) the  Close of  Business  on the tenth
Business Day after the date that a tender or exchange offer by any Person (other
than the Company,  any Subsidiary of the Company,  any employee  benefit plan of
the  Company  or of any  Subsidiary  of the  Company,  or any  Person  or entity
organized,  appointed or established by the Company for or pursuant to the terms
of any such plan) is first published or sent or given within the meaning of Rule
14d-2(a) of the General  Rules and  Regulations  under the Exchange Act, if upon
consummation  thereof,  such Person would be the Beneficial Owner of 15% or more
of the shares of Common Stock then  outstanding (the earlier of (i) and (ii), as
either of such periods may be extended  pursuant to the provisions of Section 27
hereof,  being herein referred to as the  "Distribution  Date"),  (x) the Rights
will be evidenced (subject to the provisions of paragraph (b) of this Section 3)
by the  certificates for the Common Stock registered in the names of the holders
of the Common Stock (which certificates for Common Stock shall be deemed also to
be certificates for Rights) and not by separate certificates, and (y) the Rights
will be  transferable  only in  connection  with the transfer of the  underlying
shares of  Common  Stock  (including  a  transfer  to the  Company).  As soon as
practicable  after  the  Distribution  Date,  the  Rights  Agent  will  send  by
first-class,  insured, postage prepaid mail, to each record holder of the Common
Stock as of the Close of Business on the  Distribution  Date,  at the address of
such  holder  shown  on  the  records  of  the  Company,   one  or  more  rights
certificates,  in  substantially  the  form of  Exhibit  A hereto  (the  "Rights
Certificates"),  evidencing  one Right for each  share of Common  Stock so held,
subject to adjustment as provided herein. In the event that an adjustment in the
number of Rights  per share of Common  Stock has been made  pursuant  to Section
11(p)  hereof,  at the time of  distribution  of the  Rights  Certificates,  the
Company may make the  necessary and  appropriate  rounding  adjustments  so that
Rights  Certificates  representing  only whole numbers of Rights are distributed
and  cash  is  paid  in  lieu of any  fractional  Rights.  As of and  after  the
Distribution   Date,  the  Rights  will  be  evidenced  solely  by  such  Rights
Certificates."

                      (continued on following page)



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         3. The Rights Agreement is hereby amended by deleting Section 11(a)(ii)
(B) thereof in its entirety and substituting following:

               "(B) any Person  (other than the Company,  any  Subsidiary of the
          Company, any employee benefit plan of the Company or of any Subsidiary
          of the  Company,  or any  Person or  entity  organized,  appointed  or
          established  by the  Company  for or pursuant to the terms of any such
          plan),  alone or together with its Affiliates and  Associates,  at any
          time after the Rights Dividend  Effective Date, without the consent of
          a majority of the  Continuing  Directors,  shall become the Beneficial
          Owner of 15% or more of the shares of Common  Stock then  outstanding,
          other than  pursuant  to any  transaction  set forth in Section  13(a)
          hereof,  or  pursuant to a tender  offer or an exchange  offer for all
          outstanding  shares of Common Stock at a price and on terms determined
          by the Board of Directors  (including,  following the earlier of (x) a
          Triggering  Event  and (y) the  date on  which  a  Person  Becomes  an
          Acquiring Person, at least a majority of the Continuing  Directors) to
          be (a) at a price which is fair to  shareholders  (taking into account
          all factors which such members of the Board deem  relevant  including,
          without  limitation,  prices which could reasonably be achieved if the
          Company  or its  assets  were sold on an  orderly  basis  designed  to
          realize  maximum value) and (b) otherwise in the best interests of the
          Company and its shareholders, or ".

         4. The term "Agreement" as used in the Rights Agreement shall be deemed
to refer to the Rights Agreement as amended by this Amendment.

         5. The foregoing  amendments  contained in paragraphs 1, 2, and 3 shall
be effective as of the date hereof and the Rights Agreement shall remain in full
force and effect and shall be otherwise unaffected hereby.

         6. This  Amendment  may be executed in any number of  counterparts  and
each of such  counterparts  shall for all  purposes be deemed to be an original,
and all  such  counterparts  shall  together  constitute  but  one and the  same
instrument.

                      (continued on following page)



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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, all as of the date and year first above written.



                                 IMMUCOR, INC.


                                 By: /s/ Edward L. Gallup
                                 Edward L. Gallup, President



                                 EQUISERVE TRUST COMPANY, N.A.


                                 By:

                                 Name:
                                 Title: